FALSE000132673200013267322024-09-302024-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 30, 2024

___________________________________________________

XENCOR, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware			001-36182			20-1622502
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

465 North Halstead Street, Suite 200 Pasadena, California						91107
(Address of Principal Executive Offices)						(Zip Code)

(626) 305-5900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			XNCR			Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

---

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 30, 2024 Dagmar Rosa-Bjorkeson provided notice to the board of directors (the “Board”) of Xencor, Inc. (the “Company”) of her intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Stockholders. Ms. Rosa-Bjorkeson’s intent not to stand for reelection to the Board is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On October 4, 2024, the Company issued a press release announcing Ms. Rosa-Bjorkeson’s notice of her intent not to stand for reelection to the Board, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
99.1			Press Release, dated October 4, 2024.
104			Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 12, 2024			XENCOR, INC.
			By:			/s/ Celia Eckert
						Celia Eckert
						General Counsel & Corporate Secretary